May 4, 2016

The JOBS Act Is So Over, Man!

As noted in this press release, yesterday, the SEC approved amendments to revise the rules related to the thresholds for registration, termination of registration and suspension of reporting under Section 12(g) of the ’34 Act. I love it that the thresholds for savings & loan holding companies are now consistent with those for bank holding companies. I need balance in my life. Not only did this take care of some of the FAST Act business, it eliminated the last vestiges of outstanding JOBS Act rulemaking from the SEC’s plate. Here’s the adopting release

In this video from the SEC, you will learn that the SEC values teamwork. Do you think Cap’n Cashbags needs to make a parody?

A Novel One: Gannett’s “Just Vote No” Campaign = Merger Talks?

Here’s something I blogged yesterday on my “ Blog“: Is it novel for a wannabe acquiror to put pressure on a target by running a ‘withhold’ campaign? Yes, it’s very unusual. There may have been others, but not that I can think of. The intro from this WSJ article explains the situation:

Gannett Co. on Monday urged Tribune Publishing Co. shareholders not to back Tribune’s slate of director nominees, in an effort to send a “clear signal” that investors want the two companies to engage in merger talks. Last week, Gannett went public with its proposal to acquire Tribune in a deal valued at about $400 million that would combine titles like USA Today, the Los Angeles Times and Chicago Tribune, as the struggling print news industry increasingly consolidates. Getting Tribune Publishing shareholders to withhold director votes is the only way that Gannett can influence this year’s proxy vote. Gannett made its offer public because it was frustrated at Tribune’s lack of response.

I can think of a few proxy fights where the buyer has run board seats like Roche/Illumina or Airgas – or when Valeant solicited consents to get a special meeting called against Allergan. But not a “withhold” campaign against directors. I haven’t looked at the situation that closely, but possibly Gannett is going this route because they missed the nomination deadline for a proxy fight – Tribune’s annual meeting is June 2nd…

Crowdfunding: First Portal Application Appears on EDGAR

As reported by Steve Quinlivan in this blog, CFS, LLC became the first crowdfunding portal application available on EDGAR. Actually, the initial application and two amendments are available. The company will conduct business under the name uFundingPortal and its website will be Other than that, the application isn’t very exciting reading, but is good news as the May 16, 2016 effective date for crowdfunding nears. NextSeed US LLC became the 2nd company to file a crowdfunding portal application

Broc Romanek